He Knew He Had Been Staring
by Jael73
Summary: He knew he had been staring at Ace for some time, and not in a fatherly way. 7th Seventh Doctor. Contains mature situations/not quite lemons, and references to rape. Disclaimer: I own nothing of Dr Who! Please read and review!
1. Chapter 1

He knew he had been staring. Actually, he had been staring for several months, now.

Ace, his companion of seven years, had grown from a girl to a woman. And the Doctor was having a difficult time ignoring that fact.

She was in the TARDIS control room, reading from the screen. He was sitting in a chair on the far side, pretending to think. Her soft, brown hair framed her large, intelligent brown eyes. She had learned so much since she started traveling with him, and he never wanted her to stop learning.

His eyes moved farther down her body, to her hips as they gently swayed as she thought through the physics problem he had given her.

He had caught himself, just last week, admiring her very flattering backside as she was bent over, with a small smile of appreciation on his lips before realizing what he was doing.

_You dirty old man!_ He snorted at himself in disgust. He was her "professor," teacher, protector, and father-figure. She was twenty-four in human years. He was nearly eight hundred in Time Lord years, in his seventh incarnation, but for a human, he would surely have passed for forty or so. Still, much too old, either way.

He hadn't had feelings like this in a very long time. Not that he had been deficient in intimate partners since he was forced to leave his wife and child on Gallifrey, but they had all lacked a certain emotional attachment, recognizing somehow that it wasn't permanent; that he wasn't able to give permanency. Romana had simply expected sex, walking into his rooms her first night on the TARDIS. He had taken what she offered with pleasure, and gave it back to her in the same measure. But when it was her time to leave, there were no regrets, no tears.

That would never happen with Ace, the Doctor thought soberly. When she decided to leave him, he would deeply regret it.

Now, that she was paying him no mind, he allowed himself to breathe in her scent, a mixture of softness, like vanilla, and something stronger, like a spice he couldn't name. It was the perfect mix to describe Ace.

As he closed his eyes to enjoy the moment, he felt… aroused. His eyes snapped open as he shifted in the chair uncomfortably, feeling himself grow hard at his thoughts of Ace, blushing with embarrassment for the first time in probably three hundred years. _This was intolerable! He had more control that this! _

The Doctor jumped up quickly from his chair, causing Ace to peer around her screen. "Everything alright, Professor?" she asked, her big, brown eyes showing concern.

He turned his back to her, breathing hard, and walked up the ramp towards his private rooms. "Yes, of course," he said a tad testily. And then he stopped, pinched the bridge of his nose in frustration, desperate to bring himself under control.

He then turned his head to the side, trying to soften his words, but instead giving the impression of deep sadness as he took in a long breath. "I'm a little tired, is all. Humor an old man, won't you, and set the TARDIS to drift for a bit?"

"S-sure, Professor," Ace stumbled, as the Doctor made a hasty retreat. If he had looked back, he would have seen the concern in her eyes turn to confusion, and a subtle hurt. She sighed, not sure what to do.

**DWDWDWDWDWDWDW**

The Doctor avoided Ace for the next several days, not looking her in the eye, no tapping her affectionately on the nose, no smiles. He was urgently trying to rid himself of this new feeling through depervation, but Ace had come to a different conclusion.

The Professor had mentioned traveling companions from the past, she thought, as she stared at the back of his head, the only view of him that she'd been given for any length of time for days. All of those companions had eventually left. _Why did they leave? _shw wondered. She knew she would never leave him willingly.

_Did he bore of _them_?_ He often told her she was smart, but that was nothing compared to the intellect of a Time Lord. Was he finally bored of _her_?

**DWDWDWDWDWDWDW**

Though many have wondered, Time Lords do sleep. The Doctor had always found humans need to sleep every 16 hours or so amusing, and sometimes even annoying. But he did need sleep now. Withholding affection from Ace was downright exhausting, considering how many times in the last few days he had curbed reaching out to her, curbed his laughter and even his characteristic smirk.

Not to mention how unfair he was being to her. He knew Ace had started to notice. He didn't want to hurt her, but he couldn't bear her thinking he was some sort of time-traveling gigolo. He had kissed Sarah Jane on more than one occasion, but that was as far as he had gone with any of his human conpanions. It had always bordered on the slightly inappropriate.

_Should I ask her to leave?_

As his body unwound and finally sank into a deep sleep, his last conscious thought was: _What would I do without her?_

**DWDWDWDWDWDWDWDW**

He struggled in his sleep, nightmares reliving the many times he had put Ace indanger.

_He saw the hotel blow up from the distance. Ace was in there! He had left her there! _

_He KILLED her! _

_He held her broken body, howling at the universe, tears coursing down his cheeks._

"No… Ace!"

"NOOO!"

**"ACE!" **The Doctor screamed, his voice echoing through the TARDIS.

Ace had been lying awake in her bed, when she heard her name screamed by the Doctor. It was a scream of horror and power, one that you couldn't ignore. She ran from her room, not caring that she was in a thin tank top and pj bottoms. She ran down the corridor and opened the door to his room without any hesitation, though she had never been in it in all her years traveling with him.

He was curled up on his side on a plainly adorned bed, eyes tightly shut, knotted up with a light blanket over his lower half, writhing to some unseen agony.

"Doctor!" her voice broke in anguish, as she knelt at his bedside.

But then she hesitated, her hand outstretched to wake him. She had never actually seen him sleep before. As she started to process this new situation, she realized he had no clothes on. Color crept to her cheeks as she admitted to herself that he was extremely good looking, lean and fit. Sexy, even. She had recently begun to wonder what he looked like under all the layers he normally wore. She had only ever got a few glimpses, on the rare occasion when he took off his jacket.

Her hand lightly brushed his arm, unsure. But it was enough. The Doctor's eyes flashed open, the steel blue orbs taking her in. Her breath caught, looking into those eyes filled with knowledge, and unexplainable things. And hurt, she saw for the first time.

"Ace!" He choked out as he grabbed her with both arms and pulled her to him fiercely. "Thank Rassilon you're alright!"

"Professor, what's wrong?" She hugged him back tightly, knowing somehow that he needed this. She had never heard him swear by anything before. She had the stray thought that she really knew so little about this man from another world.

He continued to hold her, breathing hard. The nightmare evaporated as he took in the real feeling of her in his arms. He felt the warmth of her breasts against his chest, the softness of her skin under his hands. He hadn't touched someone this intimately in so long...

He stamped down the strongest desire to nuzzle her neck. He swallowed, the feelings almost overwhelming.

Pulling away slowly, as to not arouse suspicion, he had to deliberately control a new need for oxygen. "Thank you, my dear," he said softly, "but you probably should go now."

Ace stared at him in confusion. _This is the way it ends?_ But she summoned all of her dignity to say in measured tones, "I understand, Professor. But where would I go? I don't have any family to go home to..."

The Doctor frowned at her, puzzled. Realization dawned that she had grossly misunderstood him. "No, no!" he said testily, exasperated at the whole situation. "I didn't mean you should leave the TARDIS, but just this room! I'm not exactly..."

He cleared his throat, highly embarrassed by his body's reaction to her closeness, though he couldn't quite make his hand leave her hair. "I may be a madman with a box, but I am still a man," he started slowly. "And I would like to think I've remained a gentleman." He looked intensely into her eyes, willing her to understand.

She looked deep into his eyes this time, knowing there was something she was missing. And then it all clicked into place. The stares, the nervous clearing of his throat when she brushed against him, the strange incident a few months back when the TARDIS had locked the doors to her room when he was in it explaining something at her desk, forcing him to stay all night. He had sat at her computer while she slept, though Ace had sensed a nonverbal conversation between him and the TARDIS that was not pleasant. The "Old Girl" had been up to something, though it took until now for Ace to understand what. She felt kinda dense.

Her lips parted in a sudden need for air. It was so much to consider, new thoughts about this man, this Lord of Time that she had essentially grown up with. He wanted her. Did she think of him that way?

Her eyes roamed his face, his sweet, kind face, adorable in its own way. She closed her eyes and felt his hand in her hair, so safe and warm. She opened her eyes, and looked into his with this new feeling, hoping he would understand.

"You've always been a gentlemen to me."

He stopped breathing at the acceptance he saw in her eyes. All the resolve he had built up crumbled in an instant. He simply no longer had it in him to refuse. His hand slid to cup her face, his thumb tracing her velvety soft lips. "This will change everything," he whispered, the Scottish burr thick with emotion.

"I'm glad," she answered, sincerity giving a glow to her whole face.


	2. Chapter 2

Ace slid under the sheet, only to tense up when she realized that the Doctor didn't just sleep in the buff, but that he was most definitely a man. She looked up at his face, wide-eyed, not afraid, but now most definitely nervous. It had been so bad the first time…

He brushed a strand of her hair aside gently, watching her lean in to his touch. He knew this incarnation was not considered handsome, but he was overcome with the feelings he could sense from her. There was desire, and trust…but underneath, there was…fear.

His eyes held hers, as they lay side by side. "Ace?" He wasn't sure how to ask, but he knew that he must for her sake, and for his.

"Have you- before, that is…" he blushed furiously. _For goodness sake! You've dealt with Daleks and every other fearsome thing in the universe, and you can't ask a simple question?_

Taking a deep breath, he asked softly, "Have you been with anyone before?"

Ace looked away, tears making her eyes bright. She nodded. _I never wanted him to know! Now what he think of me?_

The Doctor waited, stroking her hair. She had been sixteen when he found her on Iceworld, the colony that was really a prison. She had never talked much about that period, finding herself on a different world in a different time after an explosion.

Ace took in a breath, gearing herself up for the Doctor's disapproval. "It was Glitz," she said monotone, trying to hold in the horrible sense of dread from remembering that time and what the Professor would think of her.

The Doctor froze, desperate not to show a reaction. _That horrible pirate? With **MY** Ace?!_

He paused, trying to find the words for what he suspected to be true. "Was it…consensual?"

Great tears of sadness split down her cheeks as she remembered. "No!" she choked, the emotions held inside for years bursting out. The Doctor pulled her close and held her tightly as she cried out her grief.

_He had followed her home the night before the Doctor and Mel had met her. He wasn't gentle, but not vicious either. She had been a virgin, though; it had hurt. And then he had left her money. "Get yourself something nice," he had grinned, leering. _

_She knew he thought he was doing her a favor. And the money had been a relief. She knew better than to say anything the next day. No matter how interesting the "Professor" seemed, she was sure she would have to go with Glitz in the end. _

"And then when you said I could travel with you, I didn't want to tell you that I had taken his money… l-ike a - t-tr-amp!" she sobbed nearly incoherantly against his shoulder.

"Oh, Ace!" Anger seethed through him, at Glitz, at himself, for not perceiving the situation at the time. He wanted to kiss her, to reassure her that she had done nothing wrong. But he curbed the action, knowing that what he did next was important.

"I want you to listen to me very carefully," he whispered in her ear as her sobbing quieted, cradling her in his arms. "I have never, and will never, think anything less of you."

She moved her head slowly, looking at him with sad, wet eyes.

"What..he..did," the Doctor choked up with emotion, "was _**horrible**._ He took advantage of your situation in the cruelest of ways. You were amazingly brave, to survive the circumstances you found yourself in."

Their faces were so close now; close enough for her to feel his breath as he spoke. "And I am very, very honored that you would even consider….this, with me. But I need you to know that it is not required for you to stay, that I will understand if you want to stop, and if all you ever wish to do is to let me hold you like this, I will be more than content."

Ace could barely breathe, her mouth dry, at hearing those loving words from her Professor. The past left her mind as something else filled her body, making her breath faster, making her close her eyes, bringing her lips to his.

It was the lightest of kisses, her lips just touching his. Ace's first kiss, given to the Doctor. But it was electrifying. Her lips were full and warm, his cool and gentle as his hand curled in her hair. They explored each other almost fearfully. Omega, he wanted her, he thought with desire pent up for far too long, but knew he must take this slow.

She pulled back, looking up at him shyly, uncertain that she had done the right thing, or had even done it right. She had never kissed anyone, not even her mother since she was two or three.

The Doctor looked at her with adoring eyes, his faced flushed. "I have wanted to do that for a very long time," he told her seriously.

He then reached with his lips to nuzzle her earlobe, a grin on his lips as he heard her gasp with pleasure. Her left hand slid over his arm to his hipbone, causing him to moan in appreciation.

His "Mmmm," was her reward for her curiosity, the sound shooting straight to her navel, a thrilling sensation that he truly desired her. It had felt nothing like this, before. She hadn't known her body could even make her feel this way, and she knew there was so much more.

Ace panted in need, but the Doctor didn't want to take this too far, the first time. He would never want her to feel taken advantage of, no matter how hard he was right now. But Ace wasn't making that an easy task, her hand rubbing closer and closer….

He slowly slipped a hand under her top, caressing the soft skin. Ace's eyes shot open at the new touch, completely forgetting her own explorations. He stopped his now, however, concerned that he had gone too far. "You can always tell me to stop, or that you don't like something," he said, concern in his eyes.

Ace's answer was breathless, her heart racing. "No, I just, never…please, don't stop."

The Doctor smiled at her answer, his first smile in days. It lit up his face, and Ace responded with one of her own megawatt smiles. _This is going to be fun,_ she realized.

The Doctor's fingers reached a hard nipple. His light grazing instantly wiped off the grin from her face as her eyes rolled into the back of her head in pure pleasure. She moaned helplessly, completely unaware of anything except his touch, cool, yet hot life fire against her skin. He teased it, making it harder, as she thrust her hips slightly, entirely caught up in her body's feelings.

He watched her, memorizing her wonderful reactions which were unknowingly making him want her more. That she trusted him, _desired_ him, made his hearts pound in his chest. Searing heat radiated from him as his cool lips leaned down, his hand lifting her top higher, taking her nipple into his mouth, sucking gently.

Ace nearly sobbed in ecstasy, the feelings overpowering, electricity shooting from her breast to somewhere below. Her hand grabbed a fist of his hair, her mind barley able to register how soft it was as she pulled him closer, needing more. His hand plucked and teased the other nipple, causing her to arch in pleasure and a deep ache to build at her center.

"Doctor, please! Yes!" she cried out, as he nibbled at her with his teeth, arching, straining, and then pinching sharply as she finally orgasmed, the pleasuring shrieking in her brain, letting her find release.

Neither on of them had noticed that their legs had intertwined, and that Ace had been rubbing the Doctor in the most sensitive of places. As she came, he realized that he was close, too close to do much except groan in pleasure. "Ace!" he moaned, his hips jerked instinctively, giving Ace a jolt of erotic thrill as his seed came over her thighs, hot.

His eyes closed tightly, he relished the feeling of his release, panting with the high of pleasure. Even that little had felt fantastic, and he chuckled to himself, giddy that there might be so much more to come.

He opened his eyes, remembering that he had ejaculated in a rather non-traditional way. "Here, my dear, I am sorry," he said, reaching for tissues that he instantly knew would be on the nightstand by the bed. _You are wonderful_, he thought to that place he felt the TARDIS. He received a feeling of appreciation in return that filled him.

While he might have been a tad embarrassed at the situation, he couldn't really find it in him to frown. A grin spread his lips as he handed the tissues to Ace. She grinned back, wiping up a substance she had never seen before, feeling light-headed that she had so much to learn. "Oh, don't worry. Can I ask a question, though?"

"Of course, anything you like," the Doctor said seriously, though wondering if she was going to start down the path of questions of his past that Romana had.

"Aren't you suppose to…this," she nodded towards the tissues, "inside me?" _Glitz must have ejaculated inside me,_ she thought. _Eww, Glitz goo! _But she was honestly more worried that the Professor hadn't wanted to than rehashing what Glitz had done in the past.

The Doctor clasped her hand, stopping her clean-up. "Of course I wanted to," he answered her unspoken question, his eyes boring into her. "But I want to take this slow, to make sure it is what _you_ want. I would never, never, want you to feel as if this was something I took for granted, or something you had to give."

He looked at her with a pained expression. "Do you understand how precious this is, this gift you have given me tonight?"

She finally understood what she had seen in his eyes from the beginning. Love. Pure, lasting love that she had never received from anyone before. Tears of joy swam in her eyes as she nodded.

He touched her nose in his familiar gesture, filling her with affection. _The future was going to be bloody fantastic_, they both thought.


End file.
